03836 和谐汽车展示文件：1. 买卖协议

Dated the 23rd day of May 2025

CHINA HARMONY AUTO HOLDING LIMITED

(as vendor)

and

EPOWER GLOBAL LIMITED

(as purchaser)

and

FENG CHANGE

(as purchaser’s guarantor)

AGREMENT FOR SALE AND PURCHASE

HOLMAN FENWICK WILAN

22/F, Alexandra House, 18 Chater Road,

Central, Hong Kong

w.hfw.com

Ref: 108151-1

THIS AGREMENT is made on the 23rd day of May 2025

BETWEN:

, a company incorporated in the

Cayman Islands with limited liability, and having its registered ofice at Vistra (Cayman)

Limited, P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand

Cayman, KY1-1205, Cayman Islands and its principal place of busines in Hong Kong at

Rom 1915, 19/F, Le Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong, and

whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited

(Stock Code: 3836) (the “Vendor”);

, a company incorporated in the British Virgin Islands

with limited liability, and having its registered ofice at Unit 8, 3/F, Qwomar Trading

Complex, Blackburne Road, Port Purcel, Road Town, Tortola, VG1110, British Virgin

Islands (the “Purchaser”); and

(3) FENG CHANGE (冯长革) (holder of Hong Kong Identity Card No. ) of

(the “Purchaser’s

Guarantor”),

(the Vendor, the Purchaser and the Purchaser’s Guarantor are herein colectively refered

to as the “Parties” and each a “Party”).

WHEREAS:

(A) iCar Group Limited (the “Company”) is a company incorporated in the Cayman Islands

with limited liability. As at the date of this Agrement, the Company has an authorised

share capital of US$50,000 made up of a single clas and series of shares divided into

50,000 shares of US$1.00 par value each (each a “Share”), of which 10,000 Shares have

ben isued and are fuly paid or credited as fuly paid and are beneficialy owned by the

Vendor representing al the isued shares of the Company. Further information of the

Company as at the date of this Agrement is set out in Part A of Schedule 1.

(B) As at the date of this Agrement, the Company is an investment vehicle which directly

and/or indirectly owns a group of Subsidiaries (as defined below) engaging in the distribution

of new energy vehicles and provision of after-sales services in overseas markets, and al such

Subsidiaries of the Company are set out in the group chart in Part B of Schedule 1.

indebted to the Vendor Group Creditors (as defined below) set against their respective

names in Part C of Schedule 1 for certain intra-group indebtednes in the agregate

amount of aproximately RMB1,118.7 milion (colectively, the “Intra-Group

Indebtednes”), comprising the agregate principal loan amounts and the respective

interests acrued thereon up to the date of this Agrement. Such Intra-Group Indebtednes

is unsecured, interest bearing at rates determined with reference to the prevailing market

rates and has no fixed term of repayment. Further information of the Intra-Group

Indebtednes as at 31 December 2024 is set out in Part C of Schedule 1. It is contemplated

that as son as practicable after the signing of this Agrement and before Completion,

each Vendor Group Creditor shal asign al its benefits and interests in respect of the

relevant portion of the Intra-Group Indebtednes then owing by the relevant Target Group

Debtor to such Vendor Group Creditor fre from encumbrances to the Vendor absolutely

(colectively, the “Loan Asignments” and each a “Loan Asignment”) upon the terms

and conditions in the form of the ded of loan asignment as set out in Schedule 4C (the

“Ded of Loan Asignment”).

(D) On 26 May 2023 and 16 June 2023, HLFC (as defined below) (an indirect wholy-owned

subsidiary of the Vendor) as borower entered into the Loan Agrements (as defined

below) with HICL (as defined below) as lender respectively. As at the date of this

Agrement, HICL is legaly and beneficialy owned as to 70% by the Purchaser’s

Guarantor, who is the controling shareholder of HICL. Pursuant to the Loan Agrements,

an agregate principal amount of RMB250.0 milion (the “RMB 250M Loan”) has ben

advanced by HICL to HLFC at a fixed interest rate of 4.2% per anum, such loans are

unsecured and shal be repayable in ful by HLFC to HICL on 25 May 2026 and 15 June

2026 respectively. On 19 March 2025 and 26 March 2025 respectively, HICL as lender

further granted two loans with an agregate principal amount of RMB80.0 milion (the

“RMB 80M Loan”, together with the RMB 250M Loan, colectively, the “CS Loans”) to

HLFC as borower at a fixed interest rate of 4.2% per anum, such loans are unsecured

and shal be repayable in ful by HLFC to HICL by 18 March 2026 and 25 March 2026

respectively. As at the date of this Agrement, the agregate outstanding amount of the CS

Loans is aproximately RMB343.5 milion, comprising the principal amount of

RMB330.0 milion and the acrued interest of aproximately RMB13.5 milion.

(E) As at the date of this Agrement, the Purchaser is legaly and beneficialy owned as to

100% by the Purchaser’s Guarantor.

(F) It is contemplated by the Parties that as son as practicable after the signing of this

Agrement, the folowing actions and transactions (colectively, the “Debt

Restructuring”) shal be completed by the Vendor, the Purchaser, HLFC and HICL

before Completion (as defined below):

(a) the asignment of the CS Loans, under which HICL shal asign al the rights, title,

benefits and interests in the CS Loans to the Purchaser; and

(b) the novation of the CS Loans, under which HLFC shal transfer to the Vendor, and

the Vendor shal, in substitution of HLFC, asume al rights and obligations

thereunder with the consent of the Purchaser,

Such that upon completion of the transactions contemplated by the Debt Restructuring, the

CS Loans shal be owing by the Vendor to the Purchaser.

(G) It is contemplated by the Parties that as son as practicable after the signing of this

Agrement, the folowing acts and transactions (colectively, the “Capital

Reorganisation”) shal be completed by the Vendor and the Company in acordance with

the terms and conditions set out in the Capitalisation and Modification Agrement (as

defined below) before Completion:

(a) the capitalisation of that part of the Intra-Group Indebtednes in the sum of

aproximately RMB555.5 milion through the isue and alotment of 77,150,493

new Shares (colectively, the “Capitalisation Shares”) to the Vendor, such that

upon completion of the transactions contemplated by such capitalisation, the isued

share capital of the Company wil be enlarged from US$10,000 to aproximately

RMB555.6 milion (equivalent to aproximately US$77.2 milion calculated based

on the exchange rate of US$1/RMB7.2);

(b) the conversion of that part of the Intra-Group Indebtednes in the sum of

RMB177.8 milion to two convertible loans through the isuance of two

convertible notes in the principal amount of RMB97,777,777 (the “RMB 97M

CN”) and RMB80,000,000 (the “RMB 80M CN”, together with the RMB 97M

CN, the “CNs”) to the Vendor, which are convertible into a maximum of

13,580,246 conversion Shares (each a “CN Conversion Share”) and 11,111,111

CN Conversion Shares respectively, at the conversion price of US$1.0 per CN

Conversion Share; and

RMB385.4 milion owing by the Target Group Debtors to the Vendor Group

Creditors as at the date of this Agrement plus any further advances made or to be

made by the Vendor Group Creditors to the Group, whether directly or indirectly,

from the date of this Agrement until Completion as a prefered loan (the

“Prefered Loan”), such that (i) the declaration of any dividend to be paid out of

distributable reserves of the Company; and (i) the repayment of the CNs or any

part thereof, can only be made after repayment in ful of the Prefered Loan

(together with any interest acruing thereon from time to time).

(H) Subject to completion of the transactions contemplated by the Loan Asignments, the Debt

Restructuring and the Capital Reorganisation, the Vendor has agred to sel and the

Purchaser has agred to purchase the Sale Shares (as defined below) together with the Sale

CN (as defined below) upon the terms and conditions set out in this Agrement.

(I) The Purchaser’s Guarantor has agred to enter into this Agrement to guarante the

obligations of the Purchaser under this Agrement and to give certain undertakings and

indemnities to the Vendor.

NOW IT IS HEREBY AGRED as folows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agrement, including the Recitals and the Schedules, unles the context otherwise

requires, the folowing words and expresions shal have the meanings ascribed to them

respectively below:

“this Agrement” means this Agrement as amended, modified or

suplemented from time to time;

“Authority” means any government or quasi-governmental authority or

political subdivision thereof; any department, agency or

instrumentality of any government or political subdivision

thereof; any court or arbitral tribunal; and the governing body

of any securities exchange, or any supervisory or regulatory

body, in each case having competent jurisdiction;

“Busines Day” means any day (other than Saturday or Sunday or public

holiday or any day on which a tropical cyclone warning

signal no. 8 or above or a black rainstorm warning signal is

hoisted or Extreme Conditions are anounced or in force in

Hong Kong at any time betwen 9:00 a.m. and 5:00 p.m.)

on which banks in Hong Kong are open for busines; and

“Extreme Conditions” means the ocurence of “extreme

conditions” as anounced by any government Authority of

Hong Kong due to serious disruption of public transport

services, extensive floding, major landslides, large-scale

power outage or any other adverse conditions before

tropical cyclone warning signal no. 8 or above is replaced

with tropical cyclone warning signal no. 3 or below;

Capital Reorganisation

has the meaning ascribed to it in Recital (G);

“Capitalisation and

Modification Agrement”

means the capitalisation and modification agrement to be

entered into betwen the Vendor and the Company in relation

to the Capital Reorganisation;

Capitalisation Shares

has the meaning ascribed to it in Recital (G)(a);

CNs

has the meaning ascribed to it in Recital (G)(b);

“CN Purchase Price” has the meaning ascribed to it in Clause 3.1(b);

CN Conversion Share

has the meaning ascribed to it in Recital (G)(b);

“Companies Ordinance” means the Companies Ordinance, Chapter 622 of the Laws of

Hong Kong;

“Company” has the meaning ascribed to it in Recital (A);

“Completion” means completion of the sale and purchase of the Sale Shares

and the Sale CN in acordance with the provisions of Clause

“Completion Date” means the 3rd Busines Day after the fulfilment (or waiver, as

the case may be) of the Conditions or such other date as may

be agred by the Vendor and the Purchaser in writing;

“Conditions” means the conditions precedent contained or refered to in

Clause 4.1;

“Consent” includes any consent, licence, aproval, authorisation,

permision, filing, registration, certificate, waiver, order or

exemption;

“Consideration” means the total consideration for the sale and purchase of the

Sale Shares and the Sale CN as specified in Clause 3;

CS Loans

has the meaning ascribed to it in Recital (D);

Debt Restructuring

has the meaning ascribed to it in Recital (F);

“Ded of Debt

Restructuring”

means (i) the ded of asignment of the CS Loans to be

entered into betwen HICL and the Purchaser prior to

Completion, substantialy in the form set out in Schedule 4A;

and (i) the ded of novation to be entered into betwen

HLFC, the Vendor and the Purchaser in relation to novation

of the CS Loans prior to Completion, substantialy in the form

set out in Schedule 4B;

Ded of Loan Asignment

has the meaning ascribed to it in Recital (C);

“Ded of Set Of” means the ded of set of of the Consideration against the CS

Loans under the Ded of Debt Restructuring and owing by

the Vendor to the Purchaser as at Completion, substantialy in

the form set out in Schedule 5;

“Directors” means the directors of the Company for the time being;

“Encumbrance(s)” means any mortgage, charge, pledge, lien (other than arising

by statute or operation of law), option, restriction,

hypothecation, asignment, right to acquire or of pre-

emption, third-party right or interest, other encumbrance,

priority or security interest of any kind, or any other type of

preferential arangement (including, without limitation, a

title transfer or retention arangement) having similar efect,

and any agrement or obligation to create or grant any of

the aforesaid and “Encumber” shal be construed

acordingly;

“Group” means the group of companies consisting of the Company

and al its Subsidiaries for the time being as set out in the

group chart in Part B of Schedule 1, and “Group Company”

or “member of the Group” shal mean any company within

the Group;

HLFC

means Henan Harmony Auto Finance Leasing Co., Ltd (河

南和谐汽车融资租赁有限公司), a company established

under the laws of the PRC with limited liability and an

indirect wholy-owned subsidiary of the Vendor;

HICL

means Harmony Industrial Company Limited (河南和谐置

业有限公司), a company established under the laws of the

PRC with limited liability and is owned as to 70% and 30%

by the Purchaser’s Guarantor and his spouse, respectively;

“HK$” means Hong Kong dolars, the lawful curency of Hong

Kong;

“Hong Kong” means the Hong Kong Special Administrative Region of the

PRC;

“Intra-Group

Indebtednes”

has the meaning ascribed to it in Recital (C);

“Laws” means al aplicable laws, legislation, statutes, directives,

rules, regulations, judgments, decisions, decres, orders,

guidelines, instruments, by-laws, and other legislative

measures or decisions having the force of law, treaties,

conventions and other agrements betwen states, or

betwen states and other supranational bodies, rules of

comon law, customary law and equity and al civil or

other codes and al other laws of, or having efect in, any

jurisdiction from time to time;

“Listing Rules” means the Rules Governing the Listing of Securities on the

Stock Exchange;

Loan Agrements

includes:

(i) the short-term loan agrement dated 26 May 2023

made betwen HICL as lender and HLFC as

borower for the advancement of certain loan as

suplemented by a suplemental loan agrement

dated 26 May 2024, and the outstanding principal

amount as at the date of this Agrement is

RMB140,000,000; and

(i) the short-term loan agrement dated 16 June 2023

made betwen HICL as lender and HLFC as

borower for the advancement of certain loan as

suplemented by a suplemental loan agrement

dated 16 June 2024, and the outstanding principal

amount as at the date of this Agrement is

RMB110,000,000;

Loan Asignments

has the meaning ascribed to it in Recital (C);

“Long Stop Date” means 23 November 2025 or such other date as the Vendor

and the Purchaser may agre in writing;

“Management Acounts” means the unaudited combined statement of financial

position of the Group as at the Management Acounts Date

and the unaudited combined income statement of the Group

in respect of the year comencing from 1 January 2024 and

ended on the Management Acounts Date, copies of which

are atached hereto marked “Exhibit A”;

“Management Acounts

Date”

means 31 December 2024;

“PRC” means the People’s Republic of China which, for the purpose

of this Agrement, shal exclude Hong Kong, the Macau

Special Administrative Region of the PRC and Taiwan;

Prefered Loan

has the meaning ascribed to it in Recital (G)(c);

“procedings” has the meaning ascribed to it in Clause 14.2;

“Purchaser’s Waranties” means the representations, waranties and undertakings on

the part of the Purchaser given pursuant to Clause 8 and

contained in Schedule 3;

“RMB” means Renminbi, the lawful curency of the PRC;

“RMB 250M Loan” has the meaning ascribed to it in Recital (D);

“RMB 80M CN” has the meaning ascribed to it in Recital (G)(b);

RMB 80M Loan

has the meaning ascribed to it in Recital (D);

“RMB 97M CN” has the meaning ascribed to it in Recital (G)(b);

Sale CN

means the convertible note to be isued by the Company in

the principal amount of RMB80.0 milion upon completion of

the Capital Reorganisation, to be bought and sold pursuant to

Clause 2;

“Sale Shares” means 45% of al the isued shares of the Company: (a) as at

the date of this Agrement as enlarged by the isue and

alotment of the Capitalisation Shares contemplated by the

Capital Reorganisation; and (b) at Completion, to be bought

and sold pursuant to Clause 2;

“SFC” means the Securities and Futures Comision of Hong Kong;

“SFO” means the Securities and Futures Ordinance (Chapter 571 of

the Laws of Hong Kong);

“Share” has the meaning ascribed to it in Recital (A);

“Share Purchase Price” has the meaning ascribed to it in Clause 3.1(a);

“Stock Exchange” means The Stock Exchange of Hong Kong Limited;

“Subsidiaries” has the meaning ascribed to it under the Companies

Ordinance;

“Takeovers Code” means the Codes on Takeovers and Mergers and Share Buy-

backs;

Target Group Debtors

means those debtors as set out under the column entitled

“Target Group Debtor” in Part C of Schedule 1;

“Taxation” or “Tax” means

(a) any liability to any form of taxation whenever created or

imposed and whether of Hong Kong, the PRC, the

Cayman Islands or of any other part of the world and

without prejudice to the generality of the foregoing

includes profits tax, provisional profits tax, salaries tax,

property tax, estate duty, capital duty, stamp duty,

payrol tax, witholding tax, rates, customs and excise

duties and generaly any tax, duty, impost, levy or rate

or any amount payable to the revenue, customs or fiscal

Authorities whether Hong Kong, the PRC, the Cayman

Islands or of any other part of the world;

(b) an amount equal to any deprivation of any relief,

alowance, set-of, deduction in computing profits or

right to repayment of granted by or pursuant to any

legislation concerning or otherwise relating to (a); and

incidental or relating to (a) or to any relief, alowance,

set-of or deduction in computing profits or right to

repayment of (a);

“US$” means United States dolars, the lawful curency of the

United States of America;

Vendor Group

means the group of companies consisting of the Vendor and

al its Subsidiaries for the time being;

Vendor Group Creditors

means those creditors as set out under the column entitled

“Vendor Group Creditor” in Part C of Schedule 1;

“Vendor’s Waranties” the representations, waranties and undertakings on the part of

the Vendor given pursuant to Clause 6 and contained in

Schedule 2; and

“%” per cent.

1.2 In this Agrement where the context admits:

a) words and phrases (not otherwise defined in this Agrement) the definitions of

which are contained or refered to in the Companies Ordinance shal be construed as

having the meanings thereby atributed to them;

b) references to ordinances and to statutory provisions shal be construed as references

to those ordinances or statutory provisions as respectively modified (on or before the

date hereof) or re-enacted (whether before or after the date hereof) from time to time

and to any orders, regulations, instruments or subordinate legislation made under the

relevant ordinances or provisions thereof and shal include references to any

repealed ordinance or provisions thereof which has ben so re-enacted (with or

without modifications);

c) references to Clauses, Schedules, Recitals and Exhibits are (unles the context

otherwise requires) references to clauses hereof, schedules, recitals and exhibits

hereto, references to Paragraphs are, unles otherwise stated, references to

paragraphs of the relevant Schedule; and

d) (unles the context otherwise requires) words denoting the singular include the plural

and vice versa; words denoting any one gender include al genders; words denoting

persons include incorporations, firms, companies, corporations and unincorporated

bodies of persons and vice versa.

1.3 The headings and sub-headings are inserted for convenience only and shal not afect the

construction of this Agrement.

1.4 The Recitals, Schedules and Exhibits form part of this Agrement and shal have the same

force and efect as if expresly set out in the body of this Agrement and any reference to

this Agrement shal include the Recitals, the Schedules and the Exhibits.

1.5 The English names of the PRC entities, government authorities, Laws, regulations or

documents are inserted for identification purposes only and if there is any inconsistency

betwen their English and Chinese names in this Agrement, the Chinese names shal prevail

for the construction of this Agrement.

2. SALE AND PURCHASE OF THE SALE SHARES AND THE SALE CN

2.1 Upon and subject to the terms and conditions of this Agrement, the Vendor as beneficial

owner shal sel and the Purchaser (relying on the representations, the Vendor’s Waranties

and undertakings of the Vendor herein contained) shal purchase with efect from

Completion the Sale Shares fre from al Encumbrances and together with al rights now

or hereafter ataching or acruing thereto including but not limited to al rights to any

dividends paid, declared or made in respect thereof after Completion.

2.2 Upon and subject to the terms and conditions of this Agrement, the Vendor as beneficial

owner shal sel and the Purchaser (relying on the representations, the Vendor’s Waranties

and undertakings of the Vendor herein contained) shal purchase with efect from

Completion the Sale CN fre from al Encumbrances and together with al rights, benefits

and interests of any nature whatsoever now or hereafter ataching or acruing to it.

2.3 Unles the sale and purchase of al the Sale Shares and the Sale CN are completed

simultaneously, the Vendor and the Purchaser shal not be obliged to complete the sale and

purchase of any of the Sale Shares and/or the Sale CN.

3. CONSIDERATION

3.1 The agregate Consideration for the sale and purchase of the Sale Shares and the Sale CN

shal be RMB330.0 milion which shal comprise the folowing:

a) the purchase price for the Sale Shares shal be RMB250.0 milion (the “Share

Purchase Price”) which was determined upon arm’s length negotiations betwen the

Vendor and the Purchaser;

b) the purchase price for the Sale CN shal be RMB80.0 milion (the “CN Purchase

Price”), which is the dolar-to-dolar equivalent of the amount representing 45% of the

CNs.

3.2 Subject as otherwise provided in this Clause 3, the Share Purchase Price and the CN

Purchase Price shal be payable and setled by the Purchaser to the Vendor upon

Completion by way of set-of in ful against al outstanding principal amounts of the

RMB 250M Loan and the RMB 80M Loan under the Ded of Debt Restructuring owing

by the Vendor to the Purchaser as at Completion respectively.

3.3 For the avoidance of doubt, the set-of herein at Completion refered to in Clause 3.2

shal be in ful and final setlement of al the outstanding principal amounts under the CS

Loans (save and except the interest acrued or acruing thereon up to Completion)

payable by the Vendor to the Purchaser under, or any claim, right, benefit, title or interest

of whatsoever nature of the Purchaser against the Vendor pursuant to, arising from or in

conection with, the Ded of Debt Restructuring absolutely.

3.4 Payment and setlement of the Consideration made by the Purchaser in acordance with

this Clause 3 shal be an absolute discharge of the payment obligation of the Purchaser to

pay the same to the Vendor.

4. CONDITIONS

4.1 Completion is conditional upon:

a) completion of the transactions contemplated by the Debt Restructuring;

b) completion of the transactions contemplated by the Loan Asignments;

c) completion of the transactions contemplated by the Capital Reorganisation;

d) the shareholders of the Vendor (other than those who are required to abstain from

voting under the Listing Rules and the Takeovers Code) pasing at an extraordinary

general meting of the Vendor ordinary resolutions aproving among others, the

entering into, execution, delivery and performance of this Agrement and the

transactions and arangements contemplated hereunder, including without limitation

(i) the sale of the Sale Shares and the Sale CN by the Vendor to the Purchaser; (i)

the Capital Reorganisation; (i) the posible acquisition of the equity interests in the

Company by the Vendor in the event that the Vendor alone (but not the Purchaser)

exercises its ful conversion rights ataching to the RMB 97M CN; and (iv) the

posible demed disposal of the equity interest in the Company by the Vendor in the

event that the Purchaser alone (but not the Vendor) exercises its ful conversion

rights ataching to the RMB 80M CN;

e) al necesary Consents in relation to the transactions contemplated under this

Agrement having ben obtained by the Vendor, including without limitation such

Consents (if apropriate or required) of the Stock Exchange and the SFC and any

relevant governmental or regulatory Authorities and other relevant third parties in

Hong Kong, the PRC or elsewhere which are required or apropriate for the entering

into, execution, delivery and performance of this Agrement and the transactions

contemplated hereunder including without limitation the sale of the Sale Shares and

the Sale CN by the Vendor to the Purchaser and the Capital Reorganisation, having

ben obtained;

f) al the Vendor’s Waranties being true and corect in al material respects and

remaining so from the date hereof up to imediately before Completion; and

g) al the Purchaser’s Waranties being true and corect in al material respects and

remaining so from the date hereof up to imediately before Completion.

4.2 The Vendor shal (insofar as it is within its power to do so) use its best endeavours to procure

the fulfilment of al the Conditions set out in Clauses 4.1(a) to (f) as son as practicable after

the signing of this Agrement and in any event before the Long Stop Date, and which shal be

fulfiled at or remain fulfiled up to imediately before Completion. The Purchaser may

waive in writing the Conditions set out in Clauses 4.1(f) at its sole and absolute discretion.

4.3 The Purchaser shal (insofar as it is within its power to do so) use its best endeavours to

procure the fulfilment of the Condition set out in Clause 4.1(g) as son as practicable after the

signing of this Agrement and in any event before the Long Stop Date, and which shal be

fulfiled at or remain fulfiled up to imediately before Completion. The Vendor may waive

in writing the Condition set out in Clauses 4.1(g) at its sole and absolute discretion.

4.4 Save as expresly set out herein, none of the Conditions set out in Clause 4.1 may be waived.

4.5 Each of the Vendor and the Purchaser undertakes to inform the other of them as son as

posible on the fulfilment of any of the Conditions as set out in Clause 4.1 and on its part to

be fulfiled; and further undertakes to disclose in writing to the other of them anything which

wil or may prevent any of such Conditions from being fulfiled at or prior to Completion, as

aplicable, upon it becoming aware of such a situation.

4.6 If any of the Conditions set out in Clause 4.1 shal not have ben fulfiled (or waived in

acordance with Clauses 4.2 or 4.3 (as the case may be) at or before 5:00 p.m. on the Long

Stop Date, this Agrement shal lapse and thereupon this Agrement and everything herein

contained shal, except for Clauses 1, 4.6, 7, 10A, 10B, 11.1, 14 and 15, subject to the

liability of either Party to the other in respect of any antecedent breach of the terms hereof, be

nul and void and of no further efect.

5. COMPLETION

5.1 Subject to Clause 4 and the other terms of this Agrement, Completion shal take place at

3:00 p.m. on the Completion Date at

Hong Kong (or at such other time and place as the Vendor and the

Purchaser may agre in writing) when al (but not some only) of the busineses set out in

Clauses 5.2 and 5.3 shal, unles otherwise agred by the Vendor and the Purchaser, be

transacted.

5.2 On or before Completion, the Vendor shal procure that directors’ resolutions shal be pased

at a board meting of the Company or by way of writen resolutions of the Directors

aproving:

a) the transfer of the beneficial interest of the Sale Shares to the Purchaser (subject to

production of duly stamped transfer where aplicable);

b) the transfer of the Sale CN to the Purchaser;

c) the cancelation of the relevant certificate(s) for the Sale CN isued in the name of the

Vendor;

d) the isue of a new certificate for the Sale CN in the name of the Purchaser;

e) such other maters as may be necesary for the purpose of giving efect to the

provisions of and the transactions contemplated under this Agrement.

5.3 At Completion:

a) the Vendor shal deliver or procured to be delivered to the Purchaser:

(i) duly completed and signed sold note in respect of the Sale Shares or such other

documents as may be necesary for the transfer of the beneficial interest of the

Sale Shares duly executed by the Vendor in favour of the Purchaser;

(i) the original certificate(s) isued in the name of the Vendor in respect of the Sale

CN;

(i) duly completed and signed transfer form in respect of the Sale CN or such other

documents as may be necesary for the transfer of the Sale CN duly executed by

the Vendor in favour of the Purchaser;

(iv) one counterpart of the Ded of Set Of duly executed as at the Completion Date

by the Vendor;

(v) if any of the relevant documents have not ben provided prior to Completion,

such documents as the Purchaser may reasonably require evidencing the

fulfilment of the Conditions;

(vi) a copy, certified as true copy by a Director, of the resolutions pased pursuant to

Clause 5.2;

(vi) a copy, certified as true copy by a director of the Vendor, of the resolutions in

writing or minutes of the meting of the directors of the Vendor aproving the

entering into and authorising the execution, delivery and performance of this

Agrement, the Capitalisation and Modification Agrement, the Ded of Set Of

and al documents incidental thereto and the afixation of the comon seal of the

Vendor on al such relevant documents and the transactions contemplated

hereunder or thereunder; and

(vi) a certified true copy of the minutes of the extraordinary general meting of the

shareholders of the Vendor to be held pursuant to Clause 4.1(d).

b) the Purchaser shal:

(i) pay and setle the Consideration to the Vendor in acordance with Clause 3.2;

(i) deliver to the Vendor the bought note in respect of the Sale Shares duly

executed by the Purchaser;

(i) deliver to the Vendor a duly completed and signed transfer form in respect of the

Sale CN duly executed by the Purchaser;

(iv) deliver to the Vendor a counterpart of the Ded of Set Of duly executed as at

the Completion Date by the Purchaser;

(v) deliver to the Vendor a copy, certified as true copy by a director of the Purchaser,

of the resolutions in writing or minutes of the meting of the directors of the

Purchaser aproving the entering into and authorising the execution, delivery and

performance of this Agrement, the Ded of Set Of and al documents incidental

thereto and the afixation of the comon seal of the Purchaser on al such

relevant documents and the transactions contemplated hereunder or thereunder.

5.4 Without prejudice to any other remedies available to the Vendor or the Purchaser (as the

case may be), if in any respect the provisions of Clauses 5.2 and 5.3 relating to any of the

obligations on the part of the Vendor or the Purchaser (as the case may be) are not

complied with by the Vendor or the Purchaser (as the case may be) on Completion, the

non-defaulting Party may:

a) defer Completion to a date not more than 28 days after the Completion Date (and so

that the provisions of this Clause 5.4 shal aply to Completion as so defered); or

b) proced to Completion so far as practicable (without prejudice to its rights

hereunder); or

c) rescind this Agrement without prejudice to any other remedy it may have.

5.5 If the Purchaser shal fail to complete the purchase in acordance with the terms and

conditions of this Agrement (otherwise than due to the default of the Vendor or due to the

non-fulfilment of the Conditions set out in Clause 4.1 at or before 5:00 p.m. on the Long

Stop Date), then the Vendor shal be entitled to rescind this Agrement by notice in

writing to the Purchaser without prejudice to any other right or remedy available to the

Vendor under this Agrement or otherwise.

5.6 If the Vendor shal fail to complete the sale in acordance with the terms and conditions of

this Agrement (otherwise than due to the default of the Purchaser or due to the non-

fulfilment of the Conditions set out in Clause 4.1 at or before 5:00 p.m. on the Long Stop

Date), then the Purchaser shal be entitled to rescind this Agrement by notice in writing to

the Vendor without prejudice to any other right or remedy available to the Purchaser under

this Agrement or otherwise.

6. VENDOR’S WARANTIES

6.1 The Vendor hereby represents, warants and undertakes to the Purchaser (to the intent that

the provisions of this Clause shal continue to have ful force and efect notwithstanding

Completion) in the terms set out in Schedule 2.

6.2 The Vendor hereby represents and warants to the Purchaser that the Vendor’s Waranties

made by the Vendor are true and acurate in al material respects upon the signing of this

Agrement and wil continue to be true and acurate in al material respects and shal be

demed to be repeated each day thereafter until imediately before Completion, in each

case with reference to the facts and circumstances then existing.

6.3 Each of the Vendor’s Waranties shal be construed as a separate and independent

waranty and, save where expresly provided to the contrary, shal not be limited or

restricted by reference to or inference from the terms of this Agrement or any of the other

Vendor’s Waranties.

6.4 The Purchaser has entered into this Agrement upon the basis of the Vendor’s Waranties

and the same together with any provision of this Agrement which shal not have ben

fuly performed at Completion shal remain in force notwithstanding that Completion shal

have taken place.

6.5 Each of the Vendor’s Waranties is qualified by any maters disclosed in this Agrement

and/or the Management Acounts.

7. LIABILITY OF THE VENDOR

7.1 Notwithstanding any other provisions herein contained, the liability of the Vendor in

respect of the breach of any provisions of this Agrement (including without limitation the

Vendor’s Waranties) or any claim of the Purchaser in conection therewith shal be

limited as provided in this Clause 7, and the Purchaser shal (insofar as it is within its

power to do so) procure that each member of the Group shal observe the terms of this

Clause as if it were a party to this Agrement:

a) the Vendor shal be under no liability in respect of any breach of any provisions of

this Agrement (including without limitation the Vendor’s Waranties) or any claim

of the Purchaser in conection therewith unles the Vendor shal have received

writen notice from the Purchaser prior to the date faling 12 months after the

Completion Date in respect of any such breach or claim of the Purchaser as aforesaid

giving ful details of the relevant claim, and any such claim shal (if not previously

satisfied, setled or withdrawn) be demed to have ben waived or withdrawn at the

expiration of 3 months after such 12-month period unles procedings in respect

thereof shal then have ben comenced against the Vendor;

b) the Vendor shal be under no liability in respect of any breach of any provisions of

this Agrement (including without limitation the Vendor’s Waranties) or any claim

of the Purchaser in conection therewith:

(i) in respect of any mater, event or circumstance which has ben disclosed by the

Vendor to the Purchaser;

(i) if such liability would not have arisen but for something voluntarily done or

omited to be done (other than pursuant to a legaly binding comitment created

by the Vendor or the relevant Group Company on or before Completion): (A)

before Completion at the request of or with the consent of the Purchaser; and/or

(B) after Completion otherwise than in the ordinary course of busines of such

Group Company caried on imediately before Completion; or

(i) to the extent that such liability arises or is increased as a result only of an increase

in rates of Tax made after Completion with retrospective efect.

7.2 The Vendor shal only be liable for the breach of any provisions of this Agrement

(including without limitation the Vendor’s Waranties) or any claim of the Purchaser in

conection therewith:

a) if the amount of each individual mater of such claim (other than the reasonable costs

and expenses properly incured in ascertaining the existence or the amount thereof)

shal exced RMB5,000,000; and

if the agregate amounts of al such claim (other than the reasonable costs and

expenses properly incured in ascertaining the existence or the amount thereof)

brought by the Purchaser and finaly adjudicated and/or agred by the Vendor as

payable shal exced RMB15,000,000,

in which case the Vendor shal be liable for the ful amount thereof (together with the

reasonable costs and expenses properly incured in ascertaining the existence or the

amount thereof (where aplicable) subject as otherwise provided in this Clause 7.

7.3 The maximum agregate amount of the liability of the Vendor to the Purchaser in respect

of any breach of any provisions of this Agrement (including without limitation the

Vendor’s Waranties) or any claim of the Purchaser in conection therewith (including the

reasonable costs and expenses properly incured in ascertaining the existence or the

amount thereof) shal not exced the amount of the Consideration.

7.4 The Purchaser shal, and shal procure any member of the Group to, forthwith reimburse to

the Vendor an amount equal to any sum paid by the Vendor (after deduction of al

reasonable costs and expenses properly incured by the Purchaser and/or the relevant

member of the Group in conection with the recovery thereof) in respect of any breach of

any provisions of this Agrement (including without limitation the Vendor’s Waranties)

or any claim of the Purchaser in conection therewith which is subsequently recovered or

paid to the Purchaser or the relevant member of the Group by any third party.

7.5 Nothing herein contained shal (or shal be construed to) release the Purchaser from its duty

under aplicable Laws (if any) to mitigate its loses in respect of any claim made under or

pursuant to this Agrement.

7.6 The provisions of this Clause 7 shal continue in ful force and efect notwithstanding

Completion and shal survive any termination of this Agrement.

8. PURCHASER’S WARANTIES

8.1 The Purchaser hereby represents, warants and undertakes to the Vendor (to the intent that

the provisions of this Clause shal continue to have ful force and efect notwithstanding

Completion) in the terms set out in Schedule 3.

8.2 The Purchaser hereby represents and warants to the Vendor that the Purchaser’s

Waranties made by the Purchaser are true and acurate in al material respects upon the

signing of this Agrement and wil continue to be true and acurate in al material respects

and shal be demed to be repeated each day thereafter until imediately before

Completion, in each case with reference to the facts and circumstances then existing.

8.3 Each of the Purchaser’s Waranties shal be construed as a separate and independent

waranty and, save where expresly provided to the contrary, shal not be limited or

restricted by reference to or inference from the terms of this Agrement or any of the other

Purchaser’s Waranties.

8.4 The Vendor has entered into this Agrement upon the basis of the Purchaser’s Waranties

and the same together with any provision of this Agrement which shal not have ben

fuly performed at Completion shal remain in force notwithstanding that Completion shal

have taken place.

8.5 Each of the Purchaser’s Waranties is qualified by any maters disclosed in this Agrement.

9. CONDUCT OF BUSINES AND MATERS BEFORE COMPLETION

9.1 From the date of this Agrement until Completion, except for the transactions contemplated

hereunder or otherwise with the prior writen consent of the Purchaser (such consent not to be

unreasonably witheld or delayed), the Vendor hereby warants and undertakes that it shal

procure that each Group Company shal:

a) not isue, redem, sel or dispose of, or create any obligation to isue, redem, sel or

dispose of, or agre to isue any share, warant or other securities or loan capital or

grant or agre to grant or redem any option or amend the terms of any existing

option over or right to acquire or convert into or subscribe any of its share or loan

capital or otherwise take any action which might result in (i) the Purchaser acquiring

on Completion a percentage interest in the Company lower than that contemplated

under this Agrement; or (i) the Company reducing its interest in any of the Group

Companies;

b) not borow or raise any further money from the Vendor Group Creditors to such an

extent so as to increase the existing Intra-Group Indebtednes by more than

RMB20.0 milion in agregate for the Group taken as a whole and any such further

advances to be made by the Vendor Group Creditors to the Group, whether directly

or indirectly, shal be converted and form part of the Prefered Loan at Completion

(and shal bear no interest from the respective dates of their advances up to their

conversion into the Prefered Loan);

c) (save and except those given in the ordinary and usual course of its day-to-day

busines) not create or permit to arise any Encumbrance on or in respect of any part

of its undertaking, property or asets;

d) (save and except those given in the ordinary and usual course of its day-to-day

busines) not give any guarante, indemnity, surety or security;

e) not cary on any busines other than the busines caried on by the Group as at the

date of this Agrement or make any material change in the nature or scope of the

busines of any Group Company or comence any new busines not being ancilary

or incidental to the busines caried on by it as at the date of this Agrement;

f) not declare, pay or make any dividends or other distributions;

g) not acquire any other busines; or

h) not make any petition or pas any resolution for winding up or make any aplication

for an administration order in respect of such Group Company or make a general

asignment for the benefit of its creditors.

9.2 The Purchaser shal asist the Vendor and/or its agents and/or representatives and/or

advisers in al negotiations and exchanges of corespondence with the Stock Exchange and

the SFC in conection with al requests by such regulatory Authorities and shal provide

al such asistance, information and documents as the Vendor and/or its agents and/or

representatives and/or advisers may reasonably request for inclusion in such

anouncement or circular required to be isued by the Vendor or otherwise for compliance

with aplicable requirements under the Listing Rules, the Takeovers Code or any other

aplicable Laws.

[DELETED]

10A. GUARANTE AND UNDERTAKING FROM THE PURCHASER’S

GUARANTOR

10A.1 The Purchaser’s Guarantor, as primary obligor and as a separate and independent

obligation, hereby unconditionaly and irevocably undertakes to fuly indemnify and

hold the Vendor and/or its directors and oficers harmles absolutely from and against

any and al loses, claims, damages (including interest, penalties, fines and monetary

sanctions), liabilities and reasonable costs and expenses incured and sufered by them as

a result of any claim(s) made against any of them, whether civil or criminal or regulatory,

before any court or tribunal in Hong Kong or any other aplicable jurisdictions, on the

bases that the Debt Restructuring is invalid or any transactions contemplated under this

Agrement is ilegal or the CS Loans or any part thereof remain outstanding folowing

Completion.

10A.2 In consideration of the Vendor agreing to enter into this Agrement, the Purchaser’s

Guarantor as primary obligor, hereby unconditionaly and irevocably guarantes by way

of continuing guarante to the Vendor the due and punctual performance and observance

by the Purchaser of al its obligations, comitments, undertakings, agrements,

waranties, indemnities and covenants under or pursuant to this Agrement and agres to

fuly indemnify and hold the Vendor harmles absolutely from and against al liabilities,

loses, damages, claims, reasonable costs and expenses incured (including legal costs

and expenses) which the Vendor may sufer through or arising from any breach by the

Purchaser of such obligations, comitments, undertakings, agrements, waranties,

indemnities or covenants.

10A.3 Subject to Completion having taken place, the Purchaser’s Guarantor hereby irevocably

and unconditionaly agres and undertakes to procure the Purchaser and/or HICL (as the

case may be) not to take any steps or actions against HLFC and/or the Vendor (as the

case may be) for recovery of, or otherwise on the basis that, the CS Loans or any part

thereof remain outstanding and owing by HLFC and/or the Vendor (as the case may be)

folowing Completion.

10A.4 Subject to (a) completion of the transactions contemplated under the Capital

Reorganisation; and (b) Completion, having taken place, the Purchaser’s Guarantor

hereby irevocably and unconditionaly agres and undertakes that it shal (i) not

participate in, intervene with, or otherwise sek to influence the Vendor’s decision to

exercise the whole or any part of its conversion right under the RMB 97M CN; and (i)

provide al necesary asistance as may be reasonably requested by the board of directors

of the Vendor from time to time in conection with the implementation of and giving

efect to the conversion of the CN Conversion Shares under the RMB 97M CN.

10A.5 The indemnity and guarante set out in this Clause shal be continuing security to the

Vendor.

10A.6 The Purchaser’s Guarantor hereby waives any right which it may have to require the

Vendor to proced first against or claim payment from the Purchaser before claiming

from the Purchaser’s Guarantor under this Clause.

10A.7 The obligations of the Purchaser’s Guarantor under this Clause shal not be afected by

any mater or thing which, but for this provision might operate to afect or prejudice

those obligations, including without limitation:

(a) the taking, variation, renewal or release of, or neglect to perfect or enforce this

Agrement;

(b) the liquidation, winding-up, receivership or bankruptcy of the Purchaser; and

Clause shal be construed as if there were no such unenforceability or invalidity.

10B. FURTHER ASURANCE

10B.1 Each of the Parties hereto shal do and execute or procure to be done and executed al

other necesary acts, deds, documents and things within its power as may be required

by aplicable law or as may be necesary or reasonably required by the other Party to

implement and give ful efect to, among others, the Debt Restructuring and this

Agrement and the transactions contemplated thereunder and hereunder (including but

not limited to obtaining al necesary consent and aprovals from relevant government or

regulatory authorities or other relevant third parties (if required).

10B.2 Subject to Completion having taken place, each of the Vendor and the Purchaser hereby

unconditionaly and irevocably agres and undertakes that al future financial asistance

required by and provided to the Group by the Company’s shareholders shal be

conducted in acordance with the proportion of their respective equity interests directly

held in the Company for the time being.

10B.3 The provisions of this Clause 10B shal survive Completion.

11. GENERAL

11.1 Save for such anouncement or other documents as may be required to be released by any

Party (including its holding company and Subsidiaries) as required by any regulatory

Authorities or under the Listing Rules, the Takeovers Code or any other aplicable Laws,

or save for the performance of any obligations under this Agrement or in relation to

information coming into the public domain otherwise than by breach on the part of the

disclosing Party of its confidentiality obligations under this Agrement, none of the

Parties shal use, disclose to any third party or make any public anouncement in relation

to the transactions the terms of which are set out in this Agrement or the transactions or

arangements contemplated hereunder or herein refered to or any mater ancilary hereto

or thereto (save disclosure to their respective directors, oficers, employes, profesional

advisers, bankers, intending financiers and/or insurers under a duty of confidentiality)

without the prior writen consent (unles prohibited by aplicable Laws to inform the

other Party) of the other Party (which consent shal not be unreasonably witheld or

delayed). This Clause 11.1 shal survive Completion or any termination of this

Agrement.

11.2 Each Party shal pay its own costs of and incidental to this Agrement and the sale and

purchase hereby agred to be made unles otherwise provided herein.

11.3 Any stamp duty payable on the sale and purchase of the Sale Shares and/or the Sale CN

(where aplicable) shal be borne by the Vendor and the Purchaser in equal share.

11.4 Time shal be of the esence of this Agrement, both as regards the dates and periods

specificaly mentioned and as to any dates and periods which may be substituted by

agrement in writing betwen or on behalf of the Parties.

11.5 This Agrement shal be binding upon and enure to the benefit of each Party’s sucesors

and permited asigns but, except as expresly provided herein, no Party shal asign or

transfer al or any of its rights or obligations hereunder without the prior writen consent

of the other Party.

11.6 This Agrement may be executed in any number of counterparts or duplicates each of

which shal be an original but such counterparts or duplicates shal together constitute

one and the same instrument. A Party may execute this Agrement on a facsimile or

scaned copy counterpart and deliver its signature by facsimile or scaned copy via

email.

11.7 Each Party shal execute and perform such further documents and acts as the other Party

may reasonably require to give efect to the obligations of such Party under this

Agrement and the transactions hereby contemplated.

11.8 The provisions of this Agrement, insofar as the same shal not have ben performed at

Completion, shal remain in ful force and efect notwithstanding Completion except in

respect of those maters then already performed.

11.9 No failure or delay by either Party in exercising any right, power or remedy under this

Agrement shal operate as a waiver thereof, nor shal any single or partial exercise of

the same preclude any further exercise thereof or the exercise of any other right, power

or remedy. Without limiting the foregoing, no waiver by either Party of any breach by

the other Party of any provision of this Agrement shal be demed to be a waiver of any

subsequent breach of that or any other provision hereof. The rights and remedies of the

as its agent to receive on its behalf service of

procedings isued out of the courts of Hong Kong in any action or procedings arising

out of or in conection with this Agrement.

14.5 If for any reason the relevant proces agent of the Purchaser ceases to be able to act as

such or no longer has an adres in Hong Kong, the Purchaser irevocably agres to

apoint a substitute proces agent aceptable to the Vendor, and to deliver to the Vendor a

copy of the new agent’s aceptance of that apointment within thre (3) Busines Days.

15. CONTRACTS (RIGHTS OF THIRD PARTIES) ORDINANCE

Unles otherwise expresly provided in this Agrement, any person who is not a party to

this Agrement shal have no rights under the Contracts (Rights of Third Parties)

Ordinance, Chapter 623 of the Laws of Hong Kong, to enforce or to enjoy the benefit of

any provisions of this Agrement. For the avoidance of doubt, this provision does not afect

any right or remedy of a third party which exists or is available otherwise than from the said

Ordinance;

Provided that the Group shal have the benefit of and may enforce this Agrement; and the

terms of this Agrement may be varied from time to time or rescinded without the consent of

any person who is not a party to this Agrement and section 6(1) of the Contracts (Rights of

Third Parties) Ordinance, Chapter 623 of the Laws of Hong Kong, shal not aply to this

Agrement.

AS WITNES the Parties have caused this Agrement to be executed the day and year first

above writen.

(Remainder of this page is intentionaly left blank)

SCHEDULE 1

PART A

THE COMPANY

Name : iCar Group Limited

Company No. : TS-411144

Date of Incorporation : 13 June 2024

Place of Incorporation : Cayman Islands

Registered Ofice : Third Flor, Century Yard, Cricket Square, P.O. Box 902,

Grand Cayman, KY1-1103, Cayman Islands

Authorised Share Capital : US$50,000 divided into 50,000 shares of US$1.00 par value

each

Isued Share Capital : US$10,000 comprising 10,000 shares of US$1.00 par value

each

Shareholders : 1. China Harmony Auto Holding Limited (5,500 Shares)

2. Epower Global Limited (4,500 Shares) (holding such

Shares as truste for and on behalf of China Harmony Auto

Holding Limited)

Directors : 1. Lin Jingjun

2. Feng Change

Busines : Investment holding

Subsidiaries : Subsidiaries as set out in the group chart in Part B of Schedule

PART B

GROUP CHART

Vendor Group Creditor	Target Group Debtor	Amount of indebtedness as at the date of this Agreement (RMB)
China Harmony Auto Holding Limited	iCar Asia Limited	303,431,785.95
	Harmony New Energy Auto Service Europe Holding BV	2,513,403.97
	Harmony New Energy Auto Service (Thailand) Co., Ltd.	72,531,583.20
	Harmony New Energy Auto Service (Hong Kong) Limited	120,966,219.55
	Harmony Auto Japan株式会社	21,438,142.78
	Huan Ya He Zhong (Cambodia) Trading Co., Ltd	34,754,834.35
	Harmony New Energy Auto Service (Cambodia) Company Limited	139,958.15
	Harmony New Energy Auto Service (Malaysia) Sdn. Bhd.	27,561,138.58
	Harmony New Energy Auto Service (Philippines) Ltd., Corp.	47,042,695.85
	Harmony New Energy Auto Service (Singapore) Pte. Ltd.	89,906,268.53
	Harmony New Energy Auto Service (Parramatta) Pty Ltd	20,089,371.25
	PT HARMONI TARGET INDONESIA	3,054,680.18
	PT HARMONI MAKMUR INDONESIA	5,265,713.35
	HARMONY NEW ENERGY AUTO SERVICE (AUSTRALIA) PTY LTD	3,097,483.35
	Harmony Auto France	55,065,068.91
	Harmony New Energy Auto Service (London) Ltd.	21,642,016.58
	Harmony New Energy Auto Service (Korea) Limited	8,345,262.16
	Harmony New Energy Auto Service (Rangsit) Co., Ltd.	3,887,010.35
	Harmony New Energy Auto Service (Zagreb)	211,351.23
	Harmony New Energy Auto Service Poland	359,581.42
	Harmony New Energy Auto Service Germany GmbH	756.76
	Harmony New Energy Auto Service (Vietnam) Company Limited	20,873,730.40

PART C

DETAILS OF THE INTRA-GROUP INDEBTEDNES

	Dangdang New Energy Auto Service (Hong Kong) Limited	32,773,251.24
	iCar Group Holdings Limited (Zambia)	4,499,804.43
	Heteng New Energy Auto Service (Hong Kong) Limited	4,491.23
	DANGDANG NEW ENERGY VEHICLE ZIMBABWE（PRIVATE LIMITED.	5,265,692.35
	Harmony New Energy Auto Service (Bangkok) Company Limited	54,439.27
	Harmony New Energy Auto Service Spain SL	22,577.10
	Harmony New Energy Auto Service Swiss GmbH	171,950.55
	HARMONY NEW ENERGY AUTO SERVICE(RAMINDRA) CO., LTD.	16,986.74
	Sub-total:	904,987,249.77
Ace Manufacturing Holding Limited	iCar Asia Limited	26,282,323.36
	Harmony New Energy Auto Service Europe Holding BV	1,818,608.27
	Huan Ya He Zhong (Cambodia) Trading Co., Ltd	1,385,534.51
	Sub-total:	29,486,466.14
Henan Hexie Automobile Trading Co., Ltd. 河南和谐汽⻋贸易有限公司	iCar Asia Limited	37,108,207.89
	Harmony New Energy Auto Service Europe Holding BV	5,532,374.90
	Harmony New Energy Auto Service (Thailand) Co., Ltd.	20,554,456.65
	Harmony New Energy Auto Service (Hong Kong) Limited	10,302,916.58
	Harmony Auto Japan株式会社	14,854,696.98
	Huan Ya He Zhong (Cambodia) Trading Co., Ltd	313,508.97
	Harmony New Energy Auto Service (Cambodia) Company Limited	24,180.34
	Harmony New Energy Auto Service (Malaysia) Sdn. Bhd.	13,502,931.05
	Harmony New Energy Auto Service (Philippines) Ltd., Corp.	17,684,561.43
	Harmony New Energy Auto Service (Singapore) Pte. Ltd.	7,364,620.53
	Harmony New Energy Auto Service (Parramatta) Pty Ltd	(209,395.24)
	PT HARMONI TARGET INDONESIA	64,790.27
	HARMONY NEW ENERGY AUTO SERVICE (AUSTRALIA) PTY LTD	35,684.09
	Harmony Auto France	14,231,030.95
	Harmony New Energy Auto Service (London) Ltd.	10,814,823.71

	Harmony New Energy Auto Service (Korea) Limited	97,497.26
	HARMONY AUTOMOBILE LIMITED	7,262,853.81
	Harmony New Energy Auto Service (Rangsit) Co., Ltd.	44,849.77
	Harmony New Energy Auto Service (Zagreb)	4,026,479.31
	Harmony New Energy Auto Service Poland	5,052,247.30
	Harmony New Energy Auto Service Germany GmbH	148,011.62
	Harmony New Energy Auto Service Spain SL	6,923,810.83
	Harmony New Energy Auto Service (Chingmai) Co., Ltd.	74,580.03
	HARMONY NEW ENERGY AUTO SERVICE(RAMINDRA) CO., LTD.	63,804.89
	Harmony New Energy Auto Service (Vietnam) Company Limited	237,226.00
	Dangdang New Energy Auto Service (Hong Kong) Limited	156,855.26
	iCar Group Holdings Limited (Zambia)	3,155,661.74
	Heteng New Energy Auto Service (Hong Kong) Limited	166,360.49
	Sub-total:	179,589,627.39
Henan Hexie Automobile Holding Co., Ltd. 河南和谐汽⻋控股有限公司	iCar Asia Limited	3,050,812.53
	Harmony New Energy Auto Service Europe Holding BV	917,143.49
	Harmony New Energy Auto Service (Thailand) Co., Ltd.	67,214.94
	Harmony New Energy Auto Service (Hong Kong) Limited	8,682.34
	Harmony Auto Japan株式会社	19,732.15
	Harmony New Energy Auto Service (Malaysia) Sdn. Bhd.	6,824.75
	Harmony New Energy Auto Service (Philippines) Ltd., Corp.	10,649.38
	Harmony New Energy Auto Service (Singapore) Pte. Ltd.	9,049.47
	PT HARMONI TARGET INDONESIA	13,849.13
	Harmony Auto France	117,356.59
	Harmony New Energy Auto Service (London) Ltd.	40,693.40
	Harmony New Energy Auto Service (Zagreb)	5,199.81
	Harmony New Energy Auto Service Poland	722.47
	Harmony New Energy Auto Service Germany GmbH	1,547.06
	Harmony New Energy Auto Service (Vietnam) Company Limited	42,787.45
	Sub-total:	4,312,264.96

Beijing Huadebao Automobile Sales & Services Co., Ltd. 北京市华德宝汽⻋销售服务有限公司	iCar Asia Limited	141,653.29
	Harmony New Energy Auto Service Europe Holding BV	53,744.50
	Harmony New Energy Auto Service (Hong Kong) Limited	89,394.99
	Sub-total:	284,792.78
Zhengzhou Huacheng Automobile Sales & Services Co., Ltd. 郑州华诚汽⻋销售服务有限公司	Harmony New Energy Auto Service (Malaysia) Sdn. Bhd.	11,282.77
Tianjin Xuanbo Automobile Sales Services Co., Ltd. 天津烜博汽⻋销售服务有限公司	Harmony New Energy Auto Service (London) Ltd.	53,795.28
	Total:	1,118,725,479.10

SCHEDULE 2

THE VENDOR’S WARANTIES

The Vendor’s Waranties are subject to and qualified by al public disclosure or statements made by

the Vendor including without limitation anouncements, circulars, returns and interim and anual

reports, and any disclosures and exceptions set out or refered to in this Agrement and the

Management Acounts.

1. General

1.1 The Vendor has ful legal right and power and authority to enter into, execute and deliver this

Agrement and to exercise its rights and perform its obligations hereunder. The Vendor is a

duly incorporated company and al corporate and other actions required to authorise the

execution of this Agrement and the performance of its obligations hereunder have ben duly

taken. This Agrement is a legal, valid and binding agrement on the Vendor enforceable

against it in acordance with its terms.

1.2 The obligations of the Vendor under this Agrement shal at al times constitute direct,

unconditional, unsecured, unsubordinated and general obligations of, and shal rank at least

pari pasu with, al other present and future outstanding unsecured obligations, isued,

created or asumed by the Vendor.

1.3 Al information relating to the Group and the Vendor in Recitals (A) and (B) are true and

corect in al material respects.

1.4 Al information and particulars in respect of the Company and its Subsidiaries as set out in

Schedule 1 are true and acurate in al material respects.

1.5 The entering into, execution, delivery and performance of this Agrement and the

consumation of the transactions hereby contemplated by the Vendor do not and shal not

violate in any respect any provision of:

(a) any Law or any order or decre of any Authority;

(b) the Laws and documents incorporating and constituting the Vendor; or

upon it or any of its material asets, and does not and shal not result in the creation or

imposition of any Encumbrance on any of its material asets pursuant to the provisions

of any such agrement or other undertaking.

2. Sale Shares

2.1 The Sale Shares were, or (in the case of the relevant Capitalisation Shares) wil be, aloted

and isued fuly paid up or credited as fuly paid up in acordance with the constitutional

documents of the Company and al relevant Laws, are, or (in the case of the relevant

Capitalisation Shares) wil be, beneficialy owned by the Vendor fre from al

Encumbrances or third-party rights of whatsoever nature, and rank equaly amongst

themselves and the other Shares. Al rights now, or (in the case of the relevant Capitalisation

Shares) folowing their isue, atached to the Sale Shares are, or wil be (as the case may be),

valid, efective enforceable and subsisting.

2.2 The Sale Shares wil represent 45% of al the isued shares of the Company: (a) as at the date

of this Agrement as enlarged by the isue and alotment of the Capitalisation Shares

contemplated by the Capital Reorganisation; and (b) at Completion.

2.3 The Vendor shal be entitled to sel and transfer the ful beneficial ownership of the Sale

Shares to the Purchaser fre from Encumbrance at Completion.

2.4 There is no, and (in the case of the relevant Capitalisation Shares) wil not be any,

Encumbrance or other form of agrement on, over or afecting any of the Sale Shares or any

part of the share capital or the equity interests of any Group Company and no claim has ben

made by any person to be entitled to any of the foregoing; and no person has any right to cal

for the isue or alotment of any shares or equity interests in or debentures of any Group

Company.

3. Sale CN

3.1 Imediately folowing completion of the transactions contemplated by the Capital

Reorganisation, the Vendor wil be the legal and beneficial owner of the Sale CN and shal

be entitled to sel, transfer and asign the ful legal and beneficial ownership of the Sale

CN to the Purchaser fre from Encumbrance upon Completion.

3.2 Imediately folowing completion of the transactions contemplated by the Capital

Reorganisation and before Completion, al rights atached to the Sale CN wil be valid,

efective, enforceable and subsisting.

4. Intra-Group Indebtednes

4.1 Al information relating to the Intra-Group Indebtednes in Recital (C) and Part C of

Schedule 1 are true and corect in al material respects.

5. Management Acounts

5.1 The Management Acounts were prepared in acordance with the acounting policies of

the Vendor and were prepared on a basis consistent with preceding acounting periods of

the Group.

5.2 Having regard to the purpose for which the Management Acounts were prepared, they

fairly reflect the financial position of the Group, and neither materialy overstate the value

of the asets nor materialy understate the liabilities of the Group as at the Management

Acounts Date, and do not materialy overstate the profits of the Group in respect of the

period to which they relate.

5.3 Since the Management Acounts Date, the busines of the Group has ben continued in the

ordinary and normal course and in the same maner as previously.

6. Transactions after Management Acounts Date

6.1 Since the Management Acounts Date, the Group has caried on its busines in the

ordinary course so as to maintain the same as a going concern and none of the Group

Companies has:

(a) engaged in, or entered into, any busines activities or transactions which are outside its

ordinary course of busines;

(b) comited any material breach of any financing contracts or agrements which would

entitle any third party (with or without the giving of notice) to cal for the repayment of

indebtednes prior to its normal maturity date; or

7. Insolvency

No order has ben made or petition presented or resolution pased for the winding up of any

member of the Group.

8. Taxation

8.1 So far as the Vendor is aware, the Group has complied in al material respects with al

relevant and aplicable legal requirements relating to registration for Taxation purposes.

8.2 Al Taxation asesed or required by any relevant Taxation Authority to be paid by the

Group and due to be paid before the date of this Agrement has ben duly paid.

SCHEDULE 3

THE PURCHASER’S WARANTIES

1. General

1.1 The Purchaser has ful legal right and power and authority to enter into, execute and deliver

this Agrement and to exercise its rights and perform its obligations hereunder. The

Purchaser is a duly incorporated company and al corporate and other actions required to

authorise the execution of this Agrement and the performance of its obligations hereunder

have ben duly taken. This Agrement is a legal, valid and binding agrement on the

Purchaser enforceable against it in acordance with its terms.

1.2 The obligations of the Purchaser under this Agrement shal at al times constitute direct,

unconditional, unsecured, unsubordinated and general obligations of, and shal rank at least

pari pasu with, al other present and future outstanding unsecured obligations, isued,

created or asumed by the Purchaser.

1.3 The entering into, execution, delivery and performance of this Agrement and the

consumation of the transactions hereby contemplated by the Purchaser do not and shal not

violate in any respect any provision of:

(a) any Law or any order or decre of any Authority;

(b) the Laws and documents incorporating and constituting the Purchaser; or

binding upon it or any of its material asets, and does not and shal not result in the

creation or imposition of any Encumbrance on any of its material asets pursuant to the

provisions of any such agrement or other undertaking.

2. CS Loans

2.1 Al information relating to the CS Loans in Recital (D) are true and corect in al material

respects.

2.2 From the date of this Agrement up to imediately before completion of the transactions

contemplated by the Debt Restructuring, HICL wil be the beneficial owner of the CS

Loans and shal be entitled to sel, transfer and asign the ful beneficial ownership of the

CS Loans to the Purchaser fre from Encumbrance.

2.3 From the date of this Agrement up to imediately before completion of the transactions

contemplated by the Debt Restructuring, there wil be no options, right to acquire,

Encumbrance or third party rights whatsoever, adverse interest or other form of security

on, over or afecting the CS Loans, and there wil be no agrement or comitment to give

or create any of the foregoing and no claim wil be made by any person to be entitled to

any of the foregoing.

2.4 From the date of this Agrement up to imediately before completion of the transactions

contemplated by the Debt Restructuring, al rights atached to the CS Loans wil be valid,

efective, enforceable and subsisting.

2.5 From the date of this Agrement up to imediately before completion of the transactions

contemplated by the Debt Restructuring, the CS Loans wil stil be owing by HICL to

HLFC in ful and no person other than HICL wil be entitled to demand repayment of the

CS Loans from HLFC.

2.6 The Debt Restructuring together with the transactions contemplated thereunder are

permisible and enforceable under al aplicable laws and regulations.

2.7 Imediately folowing completion of the transactions contemplated by the Debt

Restructuring, the CS Loans wil be owing by the Vendor to the Purchaser in ful.

2.8 The Ded of Debt Restructuring to which the Purchaser is a party constitutes, or when

executed wil constitute, legal, valid and binding obligations on the Purchaser and the

other parties thereto and enforceable against them in acordance with its terms.

SCHEDULE 4A

FORM OF THE DED OF ASIGNMENT

Dated the day of 2025

HARMONY INDUSTRIAL COMPANY LIMITED

(河南和谐置业有限公司)

and

EPOWER GLOBAL LIMITED

DED OF ASIGNMENT

HOLMAN FENWICK WILAN

22/F, Alexandra House, 18 Chater Road,

Central, Hong Kong

w.hfw.com

Ref: 108151-1

THIS DED is made the day of 2025

BETWEN:

company incorporated in the People’s Republic of China with limited liability, and

having its registered ofice at [*] (the “Asignor”); and

, a company incorporated in the British Virgin Islands

with limited liability, and having its registered ofice at Unit 8, 3/F, Qwomar Trading

Complex, Blackburne Road, Port Purcel, Road Town, Tortola, VG1110, British Virgin

Islands (the “Asigne”).

WHEREAS

(A) On 26 May 2023 and 16 June 2023, Henan Harmony Auto Finance Leasing Co., Ltd

(“HLFC”) as borower entered into two short-term loan agrements (as suplemented by

a suplemental loan agrement dated 26 May 2024 and 16 June 2024 respectively) (the

“Loan Agrements”) with the Asignor as lender, respectively. Pursuant to the Loan

Agrements, an agregate principal amount of RMB250,000,000 (the “RMB 250M

Loan”) has ben advanced by the Asignor to HLFC at a fixed interest rate of 4.2% per

anum, such loans are unsecured and wil mature and are required to be repaid in ful by

HLFC to the Asignor on 25 May 2026 and 15 June 2026 respectively.

(B) On 19 March 2025 and 26 March 2025 respectively, the Asignor as lender further

granted two loans with an agregate principal amount of RMB 80,000,000 (“RMB 80M

Loan”, together with the RMB 250M Loan, colectively, the “CS Loans”) to HLFC as

borower at a fixed interest rate of 4.2% per anum. Such loans are unsecured and shal

be repayable in ful by HLFC to the Asignor by 18 March 2026 and 25 March 2026

respectively.

“Indebtednes”) and the Asignor has agred to asign the Indebtednes to the Asigne

for the consideration of RMB[*] (the “Consideration”) to be paid by the Asigne

within seven (7) days of this Ded and upon the terms and conditions set out below.

NOW THIS DED WITNESETH as folows:

1. REPRESENTATIONS, WARANTIES AND UNDERTAKINGS

The Asignor hereby represents and warants to the Asigne that as at the date of this

Ded, the Asignor is the absolute legal and beneficial owner of the Indebtednes and has

ful right and title to the Indebtednes and that the Indebtednes is outstanding and owing

from HLFC to the Asignor.

2. COVENANTS

2.1 The Asignor in respect of the Indebtednes hereby covenants with the Asigne that,

notwithstanding anything done or omited by the Asignor or any other person,

knowingly or otherwise, the Asignor has and wil at al material times have ful power,

right and authority to asign the Indebtednes on the terms hereof and that the

Indebtednes is fre of al encumbrances.

2.2 The Asignor hereby covenants with the Asigne to sign or execute such documents and

to do such deds acts or things to secure to the Asigne the ful benefit of the interest of

the Asignor in and concerning the Indebtednes and to cary into efect or to give legal

efect to the provisions of this Ded and the transactions hereby contemplated as and

when reasonably requested by the Asigne and at the expense of the Asigne.

2.3 The Asignor hereby covenants with the Asigne imediately on receipt to pay to the

Asigne any payments or other money which may be received by the Asignor from

HLFC in respect of the Indebtednes and until such payment to hold the same on trust for

the Asigne.

3. ASIGNMENT OF INDEBTEDNES

In pursuance of such agrement and in consideration of the payment of the Consideration

to be paid by the Asigne to the Asignor, the Asignor, as beneficial owner of the

Indebtednes, hereby asigns and transfers to the Asigne or its nomine or transfere

absolutely, with efect from the date hereof, al the rights, benefits, title and interests of

the Asignor in respect of the Indebtednes, fre from al rights of pre-emption, options,

liens, claims, equities, charges, encumbrances or third-party rights of any nature

whatsoever together with the ful benefit and advantages thereof and al rights, interests,

benefits and title atached, acrued or acruing therein and thereto to hold the same unto

the Asigne absolutely.

4. GOVERNING LAW AND JURISDICTION

4.1 This Ded shal be governed by and construed in al respects in acordance with the laws

of Hong Kong Special Administrative Region of the People’s Republic of China (“Hong

Kong”).

4.2 In relation to any legal action or procedings to enforce this Ded or arising out of or in

conection with this Ded (“procedings”) each of the parties irevocably submits to the

non-exclusive jurisdiction of the courts of Hong Kong and waives any objection to

procedings in such courts on the grounds of venue or on the grounds that the

procedings have ben brought in any inconvenient forum.

4.3 The submisions by the parties hereto refered to in this Clause shal not afect the right

of any party to take procedings in any other jurisdiction nor shal the taking of

procedings in any jurisdiction preclude any party from taking procedings in any other

jurisdiction.

4.4 Each of the folowing parties hereby irevocably apoints the person set oposite its

name below as its agent to receive on its behalf service of procedings isued out of the

courts of Hong Kong in any action or procedings arising out of or in conection with

this Ded:

Parties Names & adreses of agents

the Asignor

[*]

EXECUTION PAGE

SEALED with the COMON SEAL of

HARMONY INDUSTRIAL COMPANY

LIMITED (河南和谐置业有限公司) and

SIGNED by

duly authorised for and on its behalf in the

presence of :-

)

Signature of witnes By executing this Ded the signatory

warants that the signatory is duly

authorised to execute this Ded on behalf of

HARMONY INDUSTRIAL COMPANY

LIMITED (河南和谐置业有限公司)

Name of witnes (block leters)

SEALED with the COMON SEAL of

EPOWER GLOBAL LIMITED and

SIGNED by

duly authorised for and on its behalf in the

presence of:-

)

Signature of witnes By executing this Ded the signatory

warants that the signatory is duly

authorised to execute this Ded on behalf of

EPOWER GLOBAL LIMITED

SCHEDULE 4B

FORM OF THE DED OF NOVATION

Dated the day of 2025

HENAN HARMONY AUTO FINANCE LEASING

CO., LTD

(河南和谐汽车融资租赁有限公司)

and

CHINA HARMONY AUTO HOLDING LIMITED

and

EPOWER GLOBAL LIMITED

DED OF NOVATION

HOLMAN FENWICK WILAN

22/F, Alexandra House, 18 Chater Road,

Central, Hong Kong

w.hfw.com

Ref: 108151-1

THIS DED is made the day of 2025

BETWEN:

, LTD (河南和谐汽车融资租

赁有限公司), a company incorporated in the People’s Republic of China with limited

liability, and having its registered ofice at [*] (the “Original Borower”);

, a company incorporated in the

Cayman Islands with limited liability, and having its registered ofice at Vistra (Cayman)

Limited, P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand

Cayman, KY1-1205, Cayman Islands and its principal place of busines in Hong Kong at

Rom 1915, 19/F, Le Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong and

whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited

(Stock Code: 3836) (the “New Borower”); and

, a company incorporated in the British Virgin Islands

with limited liability, and having its registered ofice at Unit 8, 3/F, Qwomar Trading

Complex, Blackburne Road, Port Purcel, Road Town, Tortola, VG1110, British Virgin

Islands (the “Lender”).

WHEREAS

(A) On 26 May 2023 and 16 June 2023, the Original Borower as borower entered into two

short-term loan agrements (as suplemented by a suplemental loan agrement dated 26

May 2024 and 16 June 2024 respectively) (the “Loan Agrements”) with Harmony

Industrial Company Limited (“HICL”) as lender, respectively. Pursuant to the Loan

Agrements, an agregate principal amount of RMB250,000,000 (the “RMB 250M

Loan”) has ben advanced by HICL to the Original Borower at a fixed interest rate of

4.2% per anum, such loans are unsecured and wil mature and are required to be repaid in

ful by the Original Borower to HICL on 25 May 2026 and 15 June 2026 respectively.

(B) On 19 March 2025 and 26 March 2025 respectively, HICL as lender further granted two

loans with an agregate principal amount of RMB80,000,000 (the “RMB 80M Loan”,

together with the RMB 250M Loan, colectively, the “CS Loans”) to the Original Borower

as borower at a fixed interest rate of 4.2% per anum. Such loans are unsecured and shal be

repayable in ful by the Original Borower to HICL by 18 March 2026 and 25 March 2026

respectively.

Asignment”), pursuant to which, HICL has asigned al its rights, benefits, title and interest

in respect of the indebtednes under the CS Loans to the Lender.

(D) As at the date hereof, the CS Loans together with interest acruing thereon from time to time

remain outstanding and owing to the Lender. The Original Borower wishes to be released

and discharged from the CS Loans and the Lender has agred (i) to release and discharge the

Original Borower from the CS Loans; and (i) that the New Borower shal become a

borower to the CS Loans in place of the Original Borower, upon the terms set out in this

Ded.

NOW THIS DED WITNESETH as folows:

1. CONFIRMATION AND ACKNOWLEDGEMENT OF THE CS LOANS

1.1 Each of the Original Borower and the Lender hereby confirms, warants and acknowledges

that as at the date hereof:

(a) the CS Loans are valid and subsisting pursuant to the terms of the Loan Agrements

and the Ded of Asignment; and

(b) the CS Loans comprised (i) two loans with an agregate principal amount of

RMB250,000,000 granted in May and June 2023, respectively; and (i) two loans

with an agregate principal amount of RMB80,000,000 granted in March 2025.

As at the date hereof, the CS Loans together with interest acruing thereon from

time to time remain outstanding and owing to the Lender.

2. NOVATION OF THE CS LOANS

2.1 The Original Borower hereby asigns and transfers to the New Borower absolutely with

efect from the date hereof al the benefits and interests of the Original Borower in respect

of the CS Loans fre from al encumbrances or third-party rights of any nature whatsoever

together with the ful benefit and advantages thereof and al benefits and interests atached,

acrued or acruing therein and thereto to hold the same unto the New Borower absolutely.

2.2 In consideration of the mutual representations, waranties and covenants contained in this

Ded and other god and valuable consideration (the receipt and suficiency of which are

hereby acknowledge by each of the parties hereto), the New Borower hereby irevocably

and unconditionaly asumes and acepts al the benefits and interests, liabilities and

obligations of the Original Borower in conection with the CS Loans with efect from the

date hereof, and undertakes and agres to perform the obligations of the Original Borower

under the CS Loans in al respects.

2.3 The Lender hereby irevocably and unconditionaly releases and discharges the Original

Borower from al the liabilities and obligations under the CS Loans becoming due to be

performed or satisfied from and after the date of this Ded and al claims and demands

whatsoever in respect of the CS Loans arising from and after the date of this Ded.

2.4 The New Borower hereby irevocably and unconditionaly undertakes to the Lender to

perform its obligations under the CS Loans and be bound by the terms of the CS Loans in

every way as if the New Borower was the borower of the CS Loans in place of the

Original Borower.

2.5 Each of the parties hereto hereby confirms and acknowledges that al the provisions of the

Loan Agrements and the Ded of Asignment, as amended, modified and/or suplemented

by this Ded, and the rights and obligation of each of the parties under the Loan Agrements

and the Ded of Asignment, as so amended, modified and/or suplemented, shal continue

to remain in ful force and efect and are enforceable in acordance with their respective

terms.

3. REPRESENTATION AND WARANTIES

3.1 The Original Borower hereby represents and warants to the New Borower that:

4.6 This Ded shal be binding on and enure to the benefit of each party’s sucesors and

permited asigns (as the case may be).

5. CONTRACTS (RIGHTS OF THIRD PARTIES) ORDINANCE

Unles otherwise expresly provided in this Ded, any person who is not a party to this

Ded shal have no rights under the Contracts (Rights of Third Parties) Ordinance,

Chapter 623 of the Laws of Hong Kong, to enforce or to enjoy the benefit of any

provisions of this Ded. For the avoidance of doubt, this provision does not afect any

right or remedy of a third party which exists or is available otherwise than from the said

Ordinance;

Provided that the terms of this Ded may be varied from time to time or rescinded without

the consent of any person who is not a party to this Ded and section 6(1) of the Contracts

(Rights of Third Parties) Ordinance, Chapter 623 of the Laws of Hong Kong, shal not

aply to this Ded.

IN WITNES whereof the parties hereto have caused this Ded to be executed as a ded the

day and year first above writen.

(Remainder of this page is intentionaly left blank)

EXECUTION PAGE

SEALED with the COMON SEAL of

HENAN HARMONY AUTO FINANCE

LEASING CO., LTD

(河南和谐汽车融资租赁有限公司) and

SIGNED by

duly authorised for and on its behalf in the

presence of :-

)

Signature of witnes By executing this Ded the signatory

warants that the signatory is duly

authorised to execute this Ded on behalf of

HENAN HARMONY AUTO FINANCE

LEASING CO., LTD (河南和谐汽车融

资租赁有限公司)

Name of witnes (block leters)

SEALED with the COMON SEAL of

CHINA HARMONY AUTO HOLDING

LIMITED and SIGNED by

duly authorised for and on its behalf in the

presence of:-

)

Signature of witnes By executing this Ded the signatory

warants that the signatory is duly

authorised to execute this Ded on behalf of

CHINA HARMONY AUTO HOLDING

LIMITED

SEALED with the COMON SEAL of

EPOWER GLOBAL LIMITED by

duly authorised for and on its behalf in the

presence of:-

)

Signature of witnes By executing this Ded the signatory

warants that the signatory is duly

authorised to execute this Ded on behalf of

EPOWER GLOBAL LIMITED

SCHEDULE 4C

FORM OF THE DED OF LOAN ASIGNMENT

Dated the day of 2025

[subsidiary of the Vendor]

and

CHINA HARMONY AUTO HOLDING LIMITED

DED OF LOAN ASIGNMENT

HOLMAN FENWICK WILAN

22/F, Alexandra House, 18 Chater Road,

Central, Hong Kong

w.hfw.com

Ref: 108151-1

Debtor	Outstanding amount of the Loan as at the date hereof (RMB)
[*]	[*]
[*]	[*]

THIS DED is made the day of 2025

BETWEN:

[name of subsidiary of Listco], a company incorporated in [*] with limited liability and

having its registered ofice at [*] (the “Asignor”); and

, a company incorporated in the

Cayman Islands with limited liability, and having its registered ofice at Vistra (Cayman)

Limited, P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand

Cayman, KY1-1205, Cayman Islands and its principal place of busines in Hong Kong at

Rom 1915, 19/F, Le Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong and

whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited

(Stock Code: 3836) (the “Asigne”).

WHEREAS:

(A) As at the date hereof, the folowing companies (colectively, the “SPVs”) are indebted to

the Asignor in the agregate sum of RMB[*] (the “Loan”):

(B) The Asignor has agred to asign the Loan to the Asigne for the consideration of

HK$[*] (the “Consideration”) and upon the terms and conditions set out below.

NOW THIS DED WITNESETH as folows:

1. REPRESENTATIONS, WARANTIES AND UNDERTAKINGS

The Asignor hereby represents and warants to the Asigne that the Asignor is the

absolute legal and beneficial owner of the Loan and has ful right and title to the Loan

and that the Loan is outstanding and owing from the SPVs to the Asignor.

2. COVENANTS

2.1 The Asignor in respect of the Loan hereby covenants with the Asigne that

notwithstanding anything done or omited by the Asignor or any other person,

knowingly or otherwise, the Asignor has and wil at al material times has ful power,

right and authority to asign the Loan on the terms hereof and that the Loan is fre of al

encumbrances.

2.2 The Asignor hereby covenants with the Asigne to sign or execute such documents and

to do such deds acts or things to secure to the Asigne the ful benefit of the interest of

the Asignor in and concerning the Loan and to cary into efect or to give legal efect to

the provisions of this Ded and the transactions hereby contemplated as and when

reasonably requested by the Asigne and at the expense of the Asigne.

Busines Day or on a day which is not a Busines Day in the place of receipt, service

shal be demed to ocur at 9 a.m. (local time) on the next folowing Busines Day in

such place. For the purpose of this Agrement, ” Busines Day” shal mean any day (other

than Saturday or Sunday or public holiday or any day on which a tropical cyclone warning

signal no. 8 or above or a black rainstorm warning signal is hoisted in Hong Kong at any

time betwen 9:00 a.m. and 5:00 p.m.) on which banks in Hong Kong are open for busines.

4.3 This Ded shal be binding on and enure to the benefit of each party’s sucesors and

permited asigns (as the case may be).

5. GOVERNING LAW AND JURISDICTION

5.1 This Ded shal be governed by and construed in al respects in acordance with the laws

of Hong Kong.

5.2 In relation to any legal action or procedings to enforce this Ded or arising out of or in

conection with this Ded (“procedings”) each of the parties irevocably submits to the

jurisdiction of the courts of Hong Kong and waives any objection to procedings in such

courts on the grounds of venue or on the grounds that the procedings have ben brought

in any inconvenient forum.

5.3 The submisions by the parties hereto refered to in Clause 5.2 shal not afect the right of

any party to take procedings in any other jurisdiction nor shal the taking of procedings in

any jurisdiction preclude any party from taking procedings in any other jurisdiction.

5.4 Each of the folowing parties hereby irevocably apoints the person set oposite its

name below as its agent to receive on its behalf service of procedings isued out of the

courts of Hong Kong in any action or procedings arising out of or in conection with

this Ded:

Parties Names & adreses of agents

the Asignor

[*]

5.5 If for any reason the relevant proces agent of any party ceases to be able to act as such

or no longer has an adres in Hong Kong, such party irevocably agres to apoint a

substitute proces agent aceptable to each of the other parties, and to deliver to each of

the other parties a copy of the new agent’s aceptance of that apointment within thre (3)

Busines Days.

6. CONTRACTS (RIGHTS OF THIRD PARTIES) ORDINANCE

Unles otherwise expresly provided in this Ded, any person who is not a party to this

Ded shal have no rights under the Contracts (Rights of Third Parties) Ordinance,

Chapter 623 of the Laws of Hong Kong, to enforce or to enjoy the benefit of any

provisions of this Ded. For the avoidance of doubt, this provision does not afect any

right or remedy of a third party which exists or is available otherwise than from the said

Ordinance;

Provided that the terms of this Ded may be varied from time to time or rescinded without

the consent of any person who is not a party to this Ded and section 6(1) of the Contracts

(Rights of Third Parties) Ordinance, Chapter 623 of the Laws of Hong Kong, shal not

aply to this Ded.

IN WITNES whereof the parties hereto have caused this Ded to be executed as a ded the

day and year first above writen.

(Remainder of this page is intentionaly left blank)

EXECUTION PAGE

SEALED with the COMON SEAL of [*]

LIMITED and SIGNED by

duly authorised for and on its behalf in the

presence of :-

)

Signature of witnes By executing this Ded the signatory

warants that the signatory is duly

authorised to execute this Ded on behalf of

[*] LIMITED Name of witnes (block leters)

SEALED with the COMON SEAL of

CHINA HARMONY AUTO HOLDING

LIMITED and SIGNED by

duly authorised for and on its behalf in the

presence of:-

)

Signature of witnes By executing this Ded the signatory

warants that the signatory is duly

authorised to execute this Ded on behalf of

CHINA HARMONY AUTO HOLDING

LIMITED

SCHEDULE 5

FORM OF THE DED OF SET OF

Dated the day of 2025

CHINA HARMONY AUTO HOLDING LIMITED

and

EPOWER GLOBAL LIMITED

DED OF SET OF

HOLMAN FENWICK WILAN

22/F, Alexandra House, 18 Chater Road,

Central, Hong Kong

w.hfw.com

Ref: 108151-1

THIS DED is made the day of 2025

BETWEN:

, a company incorporated in the

Cayman Islands with limited liability, and having its registered ofice at Vistra (Cayman)

Limited, P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand

Cayman, KY1-1205, Cayman Islands and its principal place of busines in Hong Kong at

Rom 1915, 19/F, Le Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong and

whose shares are listed on the Main Board of The Stock Exchange of Hong Kong

Limited (Stock Code: 3836) (the “Vendor”); and

, a company incorporated in the British Virgin Islands

with limited liability, and having its registered ofice at Unit 8, 3/F, Qwomar Trading

Complex, Blackburne Road, Port Purcel, Road Town, Tortola, VG1110, British Virgin

Islands (the “Purchaser”).

WHEREAS

(A) On 26 May 2023 and 16 June 2023, Henan Harmony Auto Finance Leasing Co., Ltd (河

南和谐汽车融资租赁有限公司) (an indirect wholy-owned subsidiary of the Vendor)

(“HLFC”) as borower entered into two short-term loan agrements (as suplemented by

a suplemental loan agrement dated 26 May 2024 and 16 June 2024 respectively) (the

“Loan Agrements”) with Harmony Industrial Company Limited (“HICL”) as lender

respectively. Pursuant to the Loan Agrements, an agregate principal amount of

RMB250,000,000 (the “RMB 250M Loan”) has ben advance by HICL to HLFC at a

fixed interest rate of 4.2% per anum, such loans are unsecured and wil mature and are

required to be repaid in ful by HLFC to HICL on 25 May 2026 and 15 June 2026

respectively.

(B) On 19 March 2025 and 26 March 2025 respectively, HICL as lender further granted two

loans with an agregate principal amount of RMB80,000,000 (the “RMB 80M Loan”,

together with the RMB 250M Loan, colectively, the “CS Loans”) to HLFC as borower

at a fixed interest rate of 4.2% per anum. Such loans are unsecured and shal be

repayable in ful by HLFC to HICL by 18 March 2026 and 25 March 2026 respectively.

conducted, pursuant to which (i) HICL has asigned al its rights, title, benefits and

interests in the CS Loans to the Purchaser; and (i) HLFC has novated al the payment

obligations of HLFC under the CS Loans to the Vendor, such that the CS Loans were

owed by the Vendor to the Purchaser.

(D) As at the date hereof, the agregate outstanding principal amount of the CS Loans is

RMB[*], which is stil owing by the Vendor to the Purchaser.

(E) The agregate acrued interest under the CS Loans up to the date hereof is RMB[*],

which is stil owing by the Vendor to the Purchaser (the “Outstanding Interest”).

(F) On [23] May 2025, the Vendor and the Purchaser entered into a sale and purchase

agrement (the “Agrement”), pursuant to which the Vendor agred to sel, and the

Purchaser agred to purchase, (i) 45% of al the isued shares (the “Sale Shares”) of iCar

Group Limited (the “Target Company”, together with its subsidiaries, the “Target

Group”) as enlarged by the isue and alotment of the Capitalisation Shares (as defined

in the Agrement) contemplated by the Capital Reorganisation (as defined in the

Agrement); and (i) the convertible note in the principal amount of RMB80.0 milion

isued by the Target Company (the “Sale CN”) at the agregate consideration of

RMB330.0 milion (the “Consideration”).

(G) Pursuant to the Agrement, the consideration for the Sale Shares and the Sale CN shal

be payable and setled by the Purchaser to the Vendor upon Completion (as defined in

the Agrement) by way of set-of in ful against al the outstanding principal amounts of

the RMB 250M Loan and the RMB80M Loan owing by the Vendor to the Purchaser as

at Completion respectively.

NOW THIS DED WITNESETH as folows:

1. The parties hereto hereby irevocably and unconditionaly declare and confirm that the

consideration for the Sale Shares and the Sale CN has ben paid and setled by the

Purchaser to the Vendor upon Completion by way of set-of in ful against al the

outstanding principal amounts of the RMB 250M Loan and the RMB80M Loan owing by

the Vendor to the Purchaser as at Completion respectively.

2. For the avoidance of doubt, the set-of at Completion is in ful and final setlement of al

the outstanding principal amounts under the CS Loans (save and except the Outstanding

Interest acrued thereon) payable by the Vendor to the Purchaser under, or any claim,

right, benefit, title or interest of whatsoever nature of the Purchaser against the Vendor

pursuant to, arising from or in conection with the CS Loans absolutely.

3. For the avoidance of doubt, the set-of at Completion is in ful and final setlement of the

Consideration payable by the Purchaser to the Vendor under the Agrement absolutely.

4. The parties hereto hereby irevocably and unconditionaly agre that the Outstanding

Interest shal be repayable by the Vendor to the Purchaser within thirty (30) days from the

date hereof. Since al the outstanding principal amounts under the CS Loans have ben

fuly repaid upon the set-of refered to in this Ded, the parties hereto hereby further

irevocably and unconditionaly agre that no further interest wil acrue on the CS Loans

or any part thereof from the date hereof.

5. The Purchaser hereby irevocably and unconditionaly agres and undertakes to wholy

release and forever discharge the Vendor, its sucesors and asigns, from any and al of

its past, present and future liabilities and obligations of whatsoever nature and from any

and al claims, demands, causes of actions or liens of whatsoever nature arising out of or in

conection with the CS Loans and the repayment and setlement of the CS Loans (save

and except the Outstanding Interest acrued thereon); and waive absolutely al of the

Purchaser’s claim (if any) it may have in respect of any breach of whatsoever nature of any

of the obligations on the part of the Vendor under the CS Loans and the repayment and

setlement of the CS Loans (save and except the Outstanding Interest acrued thereon).

6. The Vendor hereby irevocably and unconditionaly agres and undertakes to wholy

release and forever discharge the Purchaser, its sucesors and asigns, from any and al of

its liabilities and obligations of whatsoever nature and from any and al claims, demands,

causes of actions or liens of whatsoever nature arising out of or in conection with the

payment and setlement of the Consideration.

7. This Ded shal be governed by and construed in al respects in acordance with the laws

of Hong Kong Special Administrative Region of the People’s Republic of China (“Hong

Kong”) and:

(a) in relation to any legal action or procedings to enforce this Ded or arising out

of or in conection with this Ded (“procedings”) each of the parties hereto

irevocably submits to the jurisdiction of the courts of Hong Kong and waives

any objection to procedings in such courts on the grounds of venue or on the

grounds that the procedings have ben brought in any inconvenient forum;

(b) the submisions by the parties hereto refered to in this Clause shal not afect the

right of any party to take procedings in any other jurisdiction nor shal the taking

of procedings in any jurisdiction preclude any party from taking procedings in

any other jurisdiction; and

, Hong Kong as its agent to receive on its

behalf service of procedings isued out of the courts of Hong Kong in any action

or procedings arising out of or in conection with this Ded.

8. Unles otherwise expresly provided in this Ded, any person who is not a party to this

Ded shal have no rights under the Contracts (Rights of Third Parties) Ordinance,

Chapter 623 of the laws of Hong Kong, to enforce or to enjoy the benefit of any

provisions of this Ded. For the avoidance of doubt, this provision does not afect any right

or remedy of a third party which exists or is available otherwise than from the said

Ordinance;

Provided that the terms of this Ded may be varied from time to time or rescinded without

the consent of any person who is not a party to this Ded and section 6(1) of the Contracts

(Rights of Third Parties) Ordinance, Chapter 623 of the laws of Hong Kong, shal not

aply to this Ded.

IN WITNES whereof the parties hereto have caused this Ded to be executed as a ded the

day and year first above writen.

(Remainder of this page is intentionaly left blank)

SEALED with the COMON SEAL of

CHINA HARMONY AUTO HOLDING

LIMITED and SIGNED by

duly authorised for and on its behalf in the

presence of:-

)

Signature of witnes By executing this Ded the signatory

warants that the signatory is duly

authorised to execute this Ded on behalf of

CHINA HARMONY AUTO HOLDING

LIMITED

Name of witnes (block leters)

SEALED with the COMON SEAL of

EPOWER GLOBAL LIMITED and

SIGNED by

duly authorised for and on its behalf in the

presence of:-

)

Signature of witnes By executing this Ded the signatory

warants that the signatory is duly

authorised to execute this Ded on behalf of

EPOWER GLOBAL LIMITED

Name of witnes (block leters)

EXHIBIT A

THE MANAGEMENT ACOUNTS

Ref: 108151-1

1. DEFINITIONS AND INTERPRETATION

2. SALE AND PURCHASE OF THE SALE SHARES AND THE SALE CN

3. CONSIDERATION

4. CONDITIONS

5. COMPLETION

6. VENDOR’S WARANTIES

7. LIABILITY OF THE VENDOR

8. PURCHASER’S WARANTIES

9. CONDUCT OF BUSINES AND MATERS BEFORE COMPLETION

11. GENERAL

15. CONTRACTS (RIGHTS OF THIRD PARTIES) ORDINANCE

Name : iCar Group Limited

Shareholders : 1. China Harmony Auto Holding Limited (5,500 Shares)

2. Epower Global Limited (4,500 Shares) (holding such

Directors : 1. Lin Jingjun

2. Feng Change

Busines : Investment holding

Subsidiaries : Subsidiaries as set out in the group chart in Part B of Schedule

1. General

2. Sale Shares

3. Sale CN

4. Intra-Group Indebtednes

5. Management Acounts

6. Transactions after Management Acounts Date

Companies has:

7. Insolvency

8. Taxation

1. General

2. CS Loans

Ref: 108151-1

1. REPRESENTATIONS, WARANTIES AND UNDERTAKINGS

2. COVENANTS

3. ASIGNMENT OF INDEBTEDNES

4. GOVERNING LAW AND JURISDICTION

Ref: 108151-1

1. CONFIRMATION AND ACKNOWLEDGEMENT OF THE CS LOANS

2. NOVATION OF THE CS LOANS

3. REPRESENTATION AND WARANTIES

5. CONTRACTS (RIGHTS OF THIRD PARTIES) ORDINANCE

Ref: 108151-1

1. REPRESENTATIONS, WARANTIES AND UNDERTAKINGS

2. COVENANTS

5. GOVERNING LAW AND JURISDICTION

6. CONTRACTS (RIGHTS OF THIRD PARTIES) ORDINANCE

Ref: 108151-1

1. The parties hereto hereby irevocably and unconditionaly declare and confirm that the

2. For the avoidance of doubt, the set-of at Completion is in ful and final setlement of al

3. For the avoidance of doubt, the set-of at Completion is in ful and final setlement of the

4. The parties hereto hereby irevocably and unconditionaly agre that the Outstanding

5. The Purchaser hereby irevocably and unconditionaly agres and undertakes to wholy

6. The Vendor hereby irevocably and unconditionaly agres and undertakes to wholy

7. This Ded shal be governed by and construed in al respects in acordance with the laws

8. Unles otherwise expresly provided in this Ded, any person who is not a party to this

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